Kristin Slanina
ComstockAbout Kristin M. Slanina
Independent director of Comstock Inc. (LODE) since May 26, 2022; age 55. Mechanical engineer with 30+ years in automotive, EV/mobility, software, and transformation roles (Ford, Fiat-Chrysler, EY, Thirdware, TrueCar, Parkmyfleet), with current sustainability work on resilient power and water in Vieques, Puerto Rico. Education: B.S. and M.S. in Mechanical Engineering (MIT) with a minor in French. Former Ouster director (Audit and Compensation committees); currently an advisor to the Ouster Board.
Past Roles
| Organization | Role | Tenure / Notes | Committees / Impact |
|---|---|---|---|
| Parkmyfleet | Chief Innovation Officer | Former; created EV mobility hubs | EV infrastructure and adoption insights |
| Charge Across America | Managing Director | Led EV rally documentary; drove 3,300+ miles to analyze adoption | Field-based EV adoption learnings |
| TrueCar | Chief Operating Officer | Former COO | Consumer marketplace operations at scale |
| Thirdware | Chief Transformation Officer | Led Emerging Technology; Ford/OEM/Tier-1 software & ML initiatives | Automotive software transformation |
| Ernst & Young | Executive Director, Automotive & Transportation Mobility | Advised on mobility/smart cities | Strategy and policy exposure |
| Fiat-Chrysler | Leader, fuel economy/GHG & propulsion strategy | Restructured and led FE/GHG and propulsion strategy | Regulatory and tech alignment |
| Ford Motor Company | Core engine engineer; architected Future of Mobility; Germany assignment | 20+ yrs; first female in Ford’s German soccer league | Deep powertrain and mobility strategy |
External Roles
| Organization | Role | Dates / Status | Notes |
|---|---|---|---|
| Ouster, Inc. | Director; Audit & Compensation Committee member; Advisor (current) | Director for three years; now advisor | Public company board and key committee experience |
| Sustainable power/water initiative (Vieques, PR) | Project lead | Current | Resilient infrastructure focus |
| Author (The Fast Future Blur) | Co-author of “MetaMobility” chapter | 2024 | Strategic frameworks for rapid transformation |
Board Governance
- Independence: Determined independent under NYSE American standards and Exchange Act Rule 10A-3.
- Committees: Audit & Finance (member); Compensation (member); Environmental & Sustainability Governance (member). Not a chair.
- Attendance: In 2024, directors attended 100% of Board and committee meetings; Board/committees met 13 times. All directors then serving attended the 2024 Annual Meeting.
- Years of service on LODE board: Elected May 26, 2022.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual director fees (cash) | $160,000 | 2024 | Slanina’s 2024 director fees; no stock awards recognized for her in 2024. |
| Chair fees | — | 2024 | Not a chair; chair fees apply to committee chairs only. |
| Stock awards (2024) | $0 | 2024 | 2020 director stock grant (13,500 shares) applied to directors from 2020 cohort; Slanina did not receive 2024 vesting under that plan. |
| Policy context | $160,000 annual, payable in cash or stock; plus chair and committee meeting fees; additional $60,000 annual cash per independent director per policy | Ongoing | Company-level policy disclosure; individual payouts vary; Slanina reported $160,000 cash in 2024. |
Company accrued director fees expected to be satisfied with shares in 2025 ($1,000,000 accrued at 12/31/24), indicating flexibility to take equity, though Slanina’s 2024 line shows cash compensation.
Performance Compensation
| Performance-linked element | Status | Detail |
|---|---|---|
| Director performance-based pay (cash/equity) | None disclosed for 2024 | No director PSUs/RSUs/options for Slanina in 2024; the 2022 Equity Plan had no grants outstanding as of 12/31/24; 2020 Plan director awards pertained to earlier grants not applicable to Slanina in 2024. |
Other Directorships & Interlocks
| Company | Role | Committees | Status / Interlocks |
|---|---|---|---|
| Ouster, Inc. | Director (3 years); Advisor now | Audit; Compensation | No disclosed interlocks with LODE’s competitors/suppliers/customers via Slanina. |
Expertise & Qualifications
- Deep automotive powertrain engineering and EV/mobility domain expertise; large-scale consumer marketplace operating experience (TrueCar).
- Transformation leadership in software/ML with OEM/Tier-1s; mobility and smart city advisory (EY).
- Sustainability and resilient infrastructure project leadership (Vieques, PR).
- Public company board experience (Ouster), including Audit and Compensation committees.
- Education: B.S. and M.S. Mechanical Engineering, MIT; minor in French.
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficially owned shares | 0 | March 25, 2025 |
| Ownership % of outstanding | 0.0% | March 25, 2025 (26,903,872 shares outstanding) |
| Vested/unvested awards | Not disclosed | — |
| Shares pledged | None disclosed for Slanina | — |
| Hedging/short sales | Prohibited by company policy for directors | Policy applies to all directors/officers/employees. |
| Stock ownership guidelines | Not disclosed; director qualifications “prefer” willingness to invest | Nominating/Gov. Committee criteria. |
Governance Assessment
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Strengths
- Independent director serving on Audit & Finance and Compensation—key oversight levers for financial reporting, related-party scrutiny, and pay practices. 100% attendance reported in 2024, indicating strong engagement.
- Relevant operating and technology transformation background across EV/mobility/software, useful for LODE’s innovation and sustainability agenda.
- Prior public company board and committee experience (Ouster) strengthens committee effectiveness.
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Alignment and Incentives
- 2024 compensation was cash-only ($160,000) with no stock awards; beneficial ownership is 0 shares—limited equity alignment currently. While the company offers flexibility to pay director fees in stock, Slanina’s reported 2024 pay was cash. Consider investors’ preference for meaningful director share ownership.
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Conflicts and Related-Party Oversight
- No related-party transactions involving Slanina were disclosed.
- Company-level related-party exposures include: (i) CEO-founded and led SSOF (LODE investment, leases with SSOF-affiliated entity), (ii) CTO-owned FPC (IP purchase with future-cash-flow-based payments), and (iii) contemplated transaction with an affiliate of the CTO; Audit & Finance oversees related-person policy—Slanina’s committee role is central to mitigating these risks.
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Policies and Controls
- Clawback policy adopted in 2023 (SEC/NYSE American compliant); hedging and short selling prohibited. Positive governance features, though clawback primarily applies to officers’ incentive-based compensation.
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RED FLAGS (Company-level context, not attributed to Slanina)
- Material related-party transactions with senior insiders (SSOF, FPC) raise governance risk that must be actively managed by independent directors and committees.
- Combined CEO/Chair structure places added weight on independent directors’ oversight; continued strong committee engagement is important.
